Disclosures and Acknowledgement

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All members of the Jumpstart Micro Community should read this disclosure carefully

Jumpstart
Micro Disclosure

All members of the Jumpstart
Micro Community should read this disclosure carefully. You will be
asked to acknowledge your understanding before making an Investment
or offering securities. These items are all designed to foster a
positive environment and protect the rights of all members. They also
define what you should expect when using Jumpstart Micro.

There
are two types of Jumpstart Micro (JSM) members:

Investors

These
are individuals, corporate entities and trusts who are reviewing
investment opportunities and making investments. It should be clear
that Jumpstart Micro is a Funding Portal and we offer no advice or
recommendations to Investors. The decision to invest is purely made
by Investors and their advisors. Investors must also consent to
receiving all communications by email. JSM cannot be held responsible
in any way.

Issuers

An
issuer is a company who is selling securities to raise capital for
their business. Through the JSM Funding Portal they present the
project to Investors for consideration and are available to answer
any questions by issuers in a public forum. Issuers are required to
provide specific detail on the investment opportunity as outlined
below.

The
process for the offer, purchase and issuance of securities through
the Funding Portal

Offering – Issuers use the Funding Portal tools to create a listing page of pertinent information for Investors to review and consider. Investors have the ability to ask questions in a public forum with other Investors to gain more insight. An offer may be debt with repayment terms and interest or equity (stock) where the Issuer sells shares in their company to Investors.

Purchase – Investors can purchase the securities offered by an Issuer by selecting the “Invest Now” button. An Investor can then review the investment details and risk disclosures which they are also asked to acknowledge. On the page, they can process a secure payment. An email will be sent to confirm the details of the investment and include the amount being invested and the share price. The investments always go into an Escrow Account with a bank to be held until the target amount being raised is met. If the target amount is not met by the closing date the investment is return by the bank. Jumpstart Micro does not hold any investor funds. There is also a right to cancel defined below.

In many cases there is a rolling close once the minimum investment is reached. For example, if the minimum is $50,000 and maximum is $200,000 the Issuer can close on the first $50,000 and then
continue to raise up to the maximum of $200,000 with periodic closes. This is disclosed on the listing page and in the Offering Statement filed with the SEC.

Issuance – Once the transaction is completed, the Issuer is responsible for issuing the security documents or shares to the Investors. If held by a Transfer Agent this is an electronic acknowledgement. If not, it will be a paper stock certificate or document sent. Additional notifications and annual reports are also required and defined below.

Refund – If an issuer did not complete an offering, for example, because the target was not reached or the issuer decided to terminate the offering, JSM will, within five business days send to each investor who had made an investment commitment a notification disclosing the cancellation of the offering, the reason for the cancelation, and the refund amount that the investor should expect to receive. This notification, like other notifications is by email.

The
risks associated with investing in securities offered and sold in
reliance on Regulation Crowdfunding

Risk
of Investing - The purchase of stock or debt in early stage companies
is only suitable for persons or entities that can afford the risk of
losing their entire investment. The Issuers business, financial
condition and operating results could be adversely affected by any of
a number of factors, and you could lose part or all of your
investment. The risks and uncertainties described by Issuers are not
the only ones that the company may face. Additional risks and
uncertainties not currently known, or that are currently thought of
as immaterial, may also impair business operations. Jumpstart Micro,
Inc only provides a portal to present investment opportunities and
does not evaluate or recommend any investments. Investors and
Issuers agree to hold jumpstart micro, Inc. harmless.

An
additional risk relates to minority ownership by Investors.
Depending on the security an Investor may or may not have voting
rights and collectively with the other investors may have a minority
interest in the Issuer Company. Having a minority interest limits an
Investors ability to make any decisions and all investors should
consider this risk and assess their confidence in the management team
to make prudent decisions in the interest of all stakeholders.

Types
of Securities offered by Issuers

Issuers
can offer Equity (stock) or Debt securities. An Equity investment
gives the Investor ownership in the Company and does not get paid
back for their investment or receive any type of payments. The
exception to this is if the company is profitable and management
decides to issue a cash dividend to the shareholders. In most cases
you are buying the stock in belief that over time the value will grow
and the company will either sell the business to a larger company or
take action to create liquidity for the shareholders such as going
public or bringing in a larger investor who can offer to buy back the
shares owned by Investors. There are common stock and preferred
stock in a corporation. Preferred is a higher class of stock. A
Company may also be a Limited Liability Company (LLC). Please see
Learn More for details.

Debt
is an agreement to repay your investment with interest over a defined
period of time. An example is to raise $300,000 and pay it back at
an interest rate of 10% annually over 5 years. The monthly payments
will be defined in the agreement. Debt is inherently less risky. In
Bankruptcy, a debt holder is paid back before any equity holders
receive any benefit.

Read
any provisions carefully. Issuers may offer other features that must
be disclosed such as buy back rights, or in the case of debt it might
be interest only with a balloon payment of the principal at the end.
These will be clearly defined.

The
restrictions on the resale of securities offered and sold

The
securities being purchased are private securities; meaning there is
no public market where you can sell the securities. At a minimum you
cannot transfer or sell any securities purchased for 12 months.
Even after 12 months there may not be a market for the securities.
It is best to consider any investment through the Crowdfunding
process to be one where you are investing on the long term future of
the company. During the first 12 months these transfer exceptions
are allowed: 1) to the issuer of the securities; (2) to an accredited
investor; (3) as part of an offering registered with the Commission;
or (4) to a member of the family of the purchaser or the equivalent,
to a trust controlled by the purchaser, to a trust created for the
benefit of a member of the family of the purchaser or the equivalent,
or in connection with the death or divorce of the purchaser or other
similar circumstance.

Types
of information that an issuer is required to provide in annual
reports, the frequency of the delivery of that information, and the
possibility that the issuer’s obligation to file annual reports may
terminate in the future

An
issuer is required to identify a location on their website where
Annual Reports will be filed each year. They must post these for
Investors within 120 days from the end of their corporate fiscal year
end (when they filed their corporate taxes. Typically 12/31, but not
always). An investor may not continually have current financial information about the issuer as described below.

The
annual report will contain financial statements certified by the
principal executive officer of the issuer to be true and complete
in all material respects. If Issuer has financial statements that
have been reviewed or audited by an independent certified public
accountant they will be provided.

The
annual report should include the information filed in the offering
statement* and disclose information about the company and its
financial condition, as required in connection with the offer and
sale of the securities.

*Offering
Statement is filed with the Securities Exchange Commission prior to
offering securities to Investors. On the right sidebar of every listing page there is a link to the SEC website to view all filings by the Issuer and a link to their Offering Statement relating to the crowdfunding offering. All investors should obtain a copy and read it carefully.

Issuer
must post the annual report on its website and make them available
to investors. The final rules do not require delivery of a
physical copy of the annual report.

Termination
of reporting my occur if the following conditions are met:

The
issuer has filed at least one annual report and has fewer than 300
holders of record;

The
issuer has filed at least three annual reports and has total assets
that do not exceed $10 million;

(Sales
of the business) The issuer or another party purchases or
repurchases all of the securities including any payment in full of
debt securities or any complete redemption of redeemable securities;
or

The
issuer liquidates or dissolves in accordance with state law.

The
limits on the amounts investors may invest

The
new Crowdfunding Rules limit the amount an Investor may invest in all
crowdfunding offerings in any 12-month period.

If
you have an annual income or net
worth of less than $107,000 you are only permitted to invest up to
the greater of (1) $2,200 and (2) 5 percent of the lesser of your
annual income or net worth.

If
you have an annual income and net
worth greater than or equal to $107,000, you may invest up to 10
percent of the lesser of your annual income or net worth.

Regardless
of above no investor is permitted to purchase more than $107,000
worth of securities in any 12-month period.

Holders
of securities sold in a crowdfunding offerings will generally be
required to hold all securities purchased for a least one year
before engaging in sales.

The
circumstances in which the issuer may cancel an investment commitment

Issuers
can cancel an Investors investment under these circumstances:

Issuers
are required to report all material changes while selling
securities. Investors are notified of the change and have 5 days to
reconfirm their investment or it is cancelled. The offering is also
extended an additional 5 days. A notice will be sent out to the investor with the reason for the cancellation and the investment will be refunded if funds were collected. All communications will be by email to the Investors registered email address on the portal.

If
the target investment is not met, the investment is cancelled and
returned to the Investor.

The
escrow agent bank will perform and Anti-Money Laundering check which
is standard practice at a bank. Should this come back negative the
Investor funds will be returned.

The
limitations on an investor’s right to cancel an investment
commitment

Investors
have a right to cancel their investment in these circumstances

Once
the Issuer has met its target investment amount the site will
reflect that it has reach the target and is no longer accepting
investments. A notice from Jumpstart Micro will go to Investors to
inform them and Investors will be given 48 hours to cancel their
investment. If not cancelled, Investors are required to make their
committed investment if he was not already made.

Investors
are notified of any material changes and given 5 days to reconfirm
their investment before it is cancelled.

The
need for the investor to consider whether investing in a security
offered and sold is appropriate for him or her

This
disclosure identifies a number of risks for investors which include
the potential loss of investment, lack of control as a minority
shareholder, the unpredictable future of the Company and potentially
long term nature of investing in early stage companies. Each
Investor should consider these risks seriously and seek any advice
needed before making an investment.

Following completion of an offering, there may or may not be any
ongoing relationship between the issuer and Jumpstart Micro.

Jumpstart
Micro is a Crowdfunding Portal to bring Issuers and Investors
together. Once an Issuer has completed their offering there may or
may not be an on-going relationship between Jumpstart Micro and the
Issuer. Investors will own securities in the Issuer and will have a
direct relationship with them regarding the securities. Jumpstart
Micro will be available should the Issuer choose to offer additional
securities (Issuers can offer up to $1,070,000 each year) and may in the
future offer other services to help with annual reports and
consulting. Investors should understand this change to working
directly with the Issuer once the transaction is complete.

Information
Disclosed by Issuers (Note
JSM works through process with Issuer)

This
information will be disclosed by Issuers to Investors

Information
about officers and directors as well as owners of 20 percent or more
of the issuer

A
description of the issuer’s business and the detailed use of
proceeds from the offering

The
price to the public of the securities or the method for determining
the price, the target offering amount, the deadline to reach the
target offering amount, and whether the issuer will allow an over-subscription of the offering

A
discussion of the issuer’s financial condition including
certified, reviewed or audited financial information using Generally
Accepted Accounting Principals

Copy
of FORM C Offering Statement filed with SEC with legend stating the
risks of investing in a crowdfunding transaction

Breakdown
of compensation to Jumpstart Micro and other costs associated with
the offering

The
location on the issuer’s website where investors will be able to
find the issuer’s annual report and the date by which such report
will be available on the issuer’s website

Disclosure
if issuer or any of its predecessors previously failed to comply
with the ongoing reporting requirements of Regulation Crowdfunding

Issuers
must disclose their current number of employees

Issuers
must disclosure the material terms of any indebtedness including,
among other items, the amount, interest rate and maturity date of
the indebtedness

Issuers
are required to provide disclosure about the exempt offerings they
conducted within the past three years describing the date of the
offering, the offering exemption relied upon, the type of securities
offered and the amount of securities sold and the use of proceeds

Through
JSM, Issuers must show progress updates towards their target amount

Provide
a right to cancel the transaction after 48 hour notice of completion

Disclosure
of any material changes, whereby the Investors need to reconfirm
their investment within 5 days.

Issuers can offer a fixed target amount or target amount and oversubscription up to a stated maximum amount. The Issuer can close on the funds receive once they reach the target amount and provide 48 hours notice to all investors. Investors have a right to cancel during that time. They can then have periodic closes on future investments giving the same 48 hour notice with each closing. Should a material change occur, it will only effect investments which have not been closed with each investor being notified of the requirement to reconfirm their investment within 5 days or it will be cancelled.

Communications

On
the funding portal investors may ask questions to issuers about the
offering and issuers will answer. All questions and answers are
available for public viewing in an effort to help all investors
assess the opportunity. Investors can also post reviews and issuers
can provide periodic updates on their progress. All
communications shall be based on principles of fair dealing and good
faith.

Issuers and anyone who promotes an Issuer on the portal are required to clearly disclose in all communications the fact that he or she is engaging in promotional activities on behalf of the issuer and identify their relationship and if they are being compensated.

Code
of Conduct

The Jumpstart Micro funding portal is designed to bring investors and issuers together and facilitate communications. It is expected that all parties conduct themselves in a professional, respectful manner. No communication may make any false, exaggerated, unwarranted or misleading statement or claim. No communications may be disparaging, or contain any type of foul, sexist or racist comments. We encourage our members to report any concerns of abuse and reserve the right to terminate any persons membership without recourse should we determine any inappropriate behavior.

Jumpstart Micro also reserves the right to terminate an offering if we become aware of information that causes us to believe that the issuer or the offering presents the potential for fraud or otherwise raises concerns about investor protection.

Educational Materials

Educational materials are available on the Learn More page. Additional links below provide investment
guidance and regulations from the SEC (Securities and Exchange Commission), and FINRA (Financial Industry Regulatory Authority).

Jumpstart Micro is compensated for its services with an upfront listing fee paid for by the Issuer and a success fee which is a percentage of the money raised not to exceed 7% and shares at an equivalent value of 3% of the money raised at the exact terms and conditions of the regulation CF investors. For example, if $100,000 is raised this would amount to $3,000 worth of stock. Some additional fees are passed through to the Issuer for bank services such as an Escrow account and fees on funds going into or out of the escrow account. Funds are held in escrow at a banking institution until the investment target is met.

Contact Information

Important Disclosure: Jumpstart Micro, Inc is a Registered Funding Portal under SEC regulation Crowdfunding 4(6)(a) and a member of FINRA. Under the regulation, Jumpstart Micro acts as an Intermediary platform for Issuers (companies selling securities in compliance with the regulations) and Investors (individuals purchasing services offered by Issuers). Jumpstart Micro does not provide any investment advice or make any investment recommendations to any persons, ever, and at no time does Jumpstart Micro come into possession of Investor funds which are transferred directly to a bank escrow account. Please see disclosures. for more details.

Investors should weigh the risk of investing which includes the potential loss of investment and illiquid nature of non-public shares, please find more information on our disclose page.